BY-LAWS

                                      of

                                 CILCORP Inc.

                     (As Amended Effective April 25, 1995)


                                   ARTICLE I

                                    OFFICES

          The corporation shall continuously maintain in the State of Illinois 
a registered office and a registered agent whose business office is identical 
with such registered office, and may have other offices within or without the 
State.


                                  ARTICLE II

                                 SHAREHOLDERS

          SECTION l.  ANNUAL MEETING.  An annual meeting of the shareholders 
shall be held on the fourth Tuesday of April in each year commencing in 1986, 
such meeting to be held at such time as determined by the Board of Directors 
and specified in the notice of such annual meeting for the purpose of electing 
directors and for the transaction of such other business as may come before 
the meeting.  If the day fixed for the annual meeting shall be a legal holi
day, such meeting shall be held on the next succeeding business day.

          SECTION 2.  SPECIAL MEETINGS.  Special meetings of the shareholders 
may be called by the Chief Executive Officer, by the Board of Directors, or by 
the holders of not less than one-fifth of all the outstanding shares entitled 
to vote on the matter for which the meeting is called, for the purpose or 
purposes stated in the call of the meeting. 

          SECTION 3.  PLACE OF MEETING.  The Board of Directors may designate 
any place as the place of meeting for any annual meeting or for any special 
meeting called by the Board of Directors.  If no designation is made, or if a 
special meeting be otherwise called, the place of meeting shall be at the 
principal office of the corporation in the City of Peoria, Illinois.

          SECTION 4.  NOTICE OF MEETINGS.  Written notice stating the place, 
date and hour of the meeting, and in the case of a special meeting, the 
purpose or purposes for which the meeting is called, shall be delivered not 
less than ten nor more than sixty days before the date of the meeting, or in 
the case of a merger, consolidation, share exchange, dissolution or sale, 
lease or exchange of assets, not less than twenty nor more than sixty days 
before the meeting, either personally or by mail, by or at the direction of 
the President, or the Secretary, or the officer or persons calling the meet
ing, to each shareholder of record entitled to vote at such meeting.  If 
mailed, such notice shall be deemed to be delivered when deposited in the 
United States mail, addressed to the shareholder at his or her address as it 
appears on the records of the corporation, with postage thereon prepaid.  When 
a meeting is adjourned to another time or place, notice need not be given of 
the adjourned meeting if the time and place thereof are announced at the 
meeting at which the adjournment is taken.  

          SECTION 5.  FIXING OF RECORD DATE.  For the purpose of determining 
the shareholders entitled to notice of or to vote at any meeting of sharehold
ers, or to receive payment of any dividend, or for the purpose of determining 
shareholders for any other proper purpose, the Board of Directors may fix in 
advance a record date which shall not be more than sixty days and, for a 
meeting of shareholders, not less than ten days, or in the case of a merger, 
consolidation, share exchange, dissolution or sale, lease or exchange of 
assets, not less than twenty days, before the date of such meeting.  If no 
record date is fixed, the record date for the determination of shareholders 
entitled to notice of or to vote at a meeting of shareholders shall be the 
date on which notice of the meeting is mailed, and the record date for the 
determination of shareholders for any other purpose shall be the date on which 
the Board of Directors adopts the resolution relating thereto.  A determina
tion of shareholders of record entitled to notice of or to vote at a meeting 
of shareholders shall apply to any adjournment of the meeting. 

          SECTION 6.  VOTING LISTS.  The officer or agent having charge of the 
transfer books for shares of the corporation shall make, within twenty days 
after the record date for a meeting of shareholders or ten days before such 
meeting, whichever is earlier, a complete list of the shareholders entitled to 
vote at such meeting, arranged in alphabetical order, with the address of and 
the number of shares held by each, which list, for a period of ten days prior 
to such meeting, shall be kept on file at the registered office of the corpo
ration and shall be subject to inspection by any shareholder, and to copying 
at the shareholder's expense, for any purpose germane to the meeting, at any 
time during usual business hours.  Such list shall also be produced and kept 
open at the time and place of the meeting and may be inspected by any share
holder during the whole time of the meeting.  The original share ledger or 
transfer book, or a duplicate thereof kept in this State, shall be prima facie 
evidence as to who are the shareholders entitled to examine such list or share 
ledger or transfer book or to vote at any meeting of shareholders.

          SECTION 7.  QUORUM.  A majority of the outstanding shares of the 
corporation entitled to vote on a matter, represented in person or by proxy, 
shall constitute a quorum for consideration of such matter at a meeting of 
shareholders; provided, that if less than a majority of the outstanding shares 
entitled to vote on a matter are represented at said meeting, a majority of 
the shares so represented may adjourn the meeting as to that matter at any 
time without further notice.  If a quorum is present, the affirmative vote of 
the majority of the shares represented at the meeting and entitled to vote on 
a matter shall be the act of the shareholders, unless the vote of a greater 
number or voting by classes is required by the Business Corporation Act of 
1983, or the Articles of Incorporation.  At any adjourned meeting at which a 
quorum shall be present, any business may be transacted which might have been 
transacted at the original meeting.  Withdrawal of shareholders from any 
meeting shall not cause failure of a duly constituted quorum at that meeting.

          SECTION 8.  PROXIES.  Each shareholder entitled to vote at a meeting 
of shareholders or to express consent or assent to corporate action in writing 
without a meeting may authorize another person or persons to act for him by 
proxy, but no such proxy shall be valid after eleven months from the date 
thereof, unless otherwise provided in the proxy.

          SECTION 9.  VOTING OF SHARES.  Each outstanding share shall be 
entitled to one vote upon each matter submitted to a vote at a meeting of 
shareholders.

          SECTION 10.  VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered 
in the name of another corporation, domestic or foreign, may be voted by any 
officer, agent, proxy or other legal representative authorized to vote such 
shares under the law of incorporation of such corporation.

          Shares registered in the name of a deceased person, a minor ward or 
person under legal disability, may be voted by his or her administrator, 
executor or court appointed guardian, either in person or by proxy, without a 
transfer of such shares into the name of such administrator, executor or court 
appointed guardian.  Shares standing in the name of a trustee may be voted by 
him or her, either in person or by proxy.

          Shares registered in the name of a receiver may be voted by such 
receiver, and shares held by or under the control of a receiver may be voted 
by such receiver without the transfer thereof into his or her name if authori
ty so to do is contained in an appropriate order of the court by which such 
receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote 
such shares until the shares have been transferred into the name of the 
pledgee, and thereafter the pledgee shall be entitled to vote the shares so 
transferred.

          Shares of the corporation held by it in a fiduciary capacity may be 
voted and shall be counted in determining the total number of outstanding 
shares entitled to vote at any given time.

          SECTION 11.  INSPECTORS.  At any meeting of shareholders, the 
chairman of the meeting may, or upon the request of any shareholder shall, 
appoint one or more persons as inspectors for such meeting.

          Such inspectors shall ascertain and report the number of shares 
represented at the meeting, based upon their determination of the validity and 
effect of proxies; count all votes and report the results; and do such other 
acts as are proper to conduct the election and voting with impartiality and 
fairness to all the shareholders.

          Each report of an inspector shall be in writing and signed by him or 
her or by a majority of them if there be more than one inspector acting at 
such meeting.  If there is more than one inspector, the report of a majority 
shall be the report of the inspectors.  The report of the inspector or inspec
tors on the number of shares represented at the meeting and the results of the 
voting shall be prima facie evidence thereof.

          SECTION 12.  VOTING BY BALLOT.  Voting on any question or in any 
election may be by voice unless the chairman of the meeting shall order or any 
shareholder entitled to vote shall demand that voting be by ballot.

                                  ARTICLE III

                                   DIRECTORS

          SECTION l.  GENERAL POWERS.  The business and affairs of the corpo
ration shall be managed by or under the direction of its Board of Directors.

          SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS. The number of direc
tors of the corporation shall be ten.

          Directors need not be residents of Illinois or shareholders of the 
corporation. Unless sooner terminated by any other provision hereof, the term 
of any director shall automatically expire at the first annual meeting of the 
shareholders following his or her attainment of the age of 67. Provided, 
however, that the term of any director serving in such capacity and over the 
age of 60 on August 20, 1993 shall automatically expire at the first annual 
meeting of the shareholders following his or her attainment of the age of 70. 
Notwithstanding any other provision hereof, the term of any director who is an 
officer or other full time employee of the corporation shall automatically 
expire at the first annual meeting of the shareholders following his or her 
retirement from employment by the corporation unless such retiree was the 
Chief Executive Officer of the corporation at the time of retirement, in which 
case his or her term as a director (unless such term otherwise sooner termi
nates) shall automatically terminate at the second annual meeting of share
holders following his or her retirement. Any such retiree shall not thereafter 
be eligible to stand for election to the Board of Directors, except that any 
such retiree who was the Chief Executive of the corporation at the time of 
retirement and whose term expires at the annual meeting of shareholders next 
following his or her retirement shall be eligible to stand for election to a 
single, additional term of one year, which one-year term shall commence at the 
annual meeting of shareholders next following the retirement of such Chief 
Executive Officer. If a vacancy occurs in the Board of Directors prior to the 
end of what would have been a three-year term but for the provisions of this 
paragraph, the vacancy shall be filled for the balance of said three-year term 
in accordance with the provisions of Section 9 of this Article.

          SECTION 3.  REGULAR MEETINGS.  A regular meeting of the Board of 
Directors shall be held without other notice than this By-law, immediately 
after the annual meeting of shareholders. The Board of Directors may provide, 
by resolution, the time and place for the holding of additional regular 
meetings without other notice than such resolution.

          SECTION 4.  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors may be called by or at the request of the Chief Executive Officer or 
any two directors.  The person or persons authorized to call special meetings 
of the Board of Directors may fix any place as the place for holding any 
special meeting of the Board of Directors called by them.

          SECTION 5.  NOTICE.  Notice of any special meeting shall be given by 
written notice to each director at his business address. If mailed, such 
notice shall be given at least seven days prior to the meeting, and shall be 
deemed to be delivered when deposited in the United States mail so addressed, 
with postage thereon prepaid. If notice be given by telegram, or overnight 
delivery service, such notice shall be given at least three days prior to the 
meeting and shall be deemed to be delivered when, in the case of a telegram, 
it is delivered to the telegraph company, or in the case of overnight delivery 
service, it is delivered to the carrier.  The attendance of a director at any 
meeting shall constitute a waiver of notice of such meeting, except where a 
director attends a meeting for the express purpose of objecting to the trans
action of any business because the meeting is not lawfully called or convened.  
Neither the business to be transacted at, nor the purpose of, any regular or 
special meeting of the Board of Directors need be specified in the notice or 
waiver of notice of such meeting.

          SECTION 6.  QUORUM.  A majority of the number of directors fixed by 
these By-laws shall constitute a quorum for the transaction of business at any 
meeting of the Board of Directors, provided that if less than a majority of 
such number of directors are present at said meeting, a majority of the 
directors present may adjourn the meeting at any time without further notice.  
The presence of a director who is directly or indirectly a party to a transac
tion to be acted upon by the Board of Directors, or who is otherwise not 
disinterested, may be counted in determining whether a quorum is present, but 
the vote of such director may not be counted when the Board of Directors or a 
committee of the Board takes action on the transaction.

          SECTION 7.  MANNER OF ACTING.  The act of the majority of the 
directors present at a meeting at which a quorum is present shall be the act 
of the Board of Directors, unless the act of a greater number is required by 
these By-laws or the Articles of Incorporation.  Members of the Board of 
Directors or of any committee of the Board may participate in and act at a 
meeting through the use of a conference telephone or other communication 
equipment by means of which all persons participating in the meeting can hear 
each other.  Participation in such meeting shall constitute attendance and 
presence in person at the meeting of the person or persons so participating.

          SECTION 8.  RESIGNATIONS.  A director may resign at any time by 
giving written notice to the Board of Directors, its chairman, or to the 
President or Secretary of the corporation.  A resignation is effective when 
the notice is given unless the notice specifies a future date.

          SECTION 9.  VACANCIES.  Any vacancy occurring in the Board of 
Directors, including any vacancy occurring by reason of an increase in the 
number of directors, shall be filled by election at an annual meeting or at a 
special meeting of shareholders called for that purpose, provided that the 
Board of Directors may fill by appointment any such vacancy occurring between 
meetings of the shareholders.  A director appointed by the Board of Directors 
pursuant to this Section to fill a vacancy shall serve until the next meeting 
of shareholders at which directors are to be elected.  A director elected by 
the shareholders to fill a vacancy shall hold office for the balance of the 
term for which he or she was elected.

          SECTION 10.  ACTION WITHOUT A MEETING.  Any action required to be 
taken at a meeting of the Board of Directors, or any other action which may be 
taken at a meeting of the Board of Directors or a committee thereof, may be 
taken without a meeting if a consent in writing, setting forth the action so 
taken, shall be signed by all the directors entitled to vote with respect to 
the subject matter thereof, or by all the members of such committee, as the 
case may be.  The consent shall be evidenced by one or more written approvals, 
each of which sets forth the action taken and bears the signature of one or 
more directors. All such approvals shall be delivered to the Secretary to be 
filed in the corporate records. The action taken shall be effective when all 
the directors have approved the consent unless the consent specifies a 
different effective date. Any such consent signed by all the directors or all 
the members of a committee shall have the same effect as a unanimous vote, and 
may be stated as such in any document filed with the Secretary of State of 
Illinois or with anyone else.

          SECTION 11.  COMPENSATION.  The Board of Directors, by the 
affirmative vote of a majority of directors then in office, and irrespective 
of any personal interest of any of its members, shall have authority to 
establish reasonable compensation of all directors for services to the 
corporation as directors, officers or otherwise. The directors shall be paid 
their expenses, if any, of attendance at each meeting of the Board. No such 
payment previously mentioned in this Section shall preclude any director from 
serving the corporation in any other capacity and receiving compensation 
therefor.

          SECTION 12.  REMOVAL OF DIRECTORS.  If the notice of a meeting of 
shareholders shall state that a purpose of the meeting is to vote upon the 
removal of one or more directors named in the notice, then one or more of such 
directors may be removed at such meeting by the affirmative vote of the 
holders of a majority of the outstanding shares then entitled to vote at an 
election of directors. Only the named director or directors may be removed at 
such meeting and directors may only be removed for cause.

          SECTION 13.  PRESUMPTION OF ASSENT.  A director of the corporation 
who is present at a meeting of the Board of Directors at which action on any 
corporate matter is taken shall be conclusively presumed to have assented to 
the action taken unless his or her dissent is entered in the minutes of the 
meeting or unless he or she (a) files his or her written dissent to such 
action with the person acting as the Secretary of the meeting before the 
adjournment thereof, or (b) forwards such dissent by registered or certified 
mail to the Secretary of the corporation immediately after the adjournment of 
the meeting. Such right to dissent does not apply to a director who voted in 
favor of such action.

          SECTION 14.  COMMITTEES.  A majority of the directors may create one 
or more committees and appoint members of the Board to serve on the committee 
or committees. Each committee shall have two or more members, who serve at the 
pleasure of the Board. Each committee, to the extent specified by the Board of 
Directors, may exercise the authority of the Board of Directors in the 
management of the corporation, except as otherwise provided by law. Vacancies 
in the membership of the committee shall be filled by the Board of Directors 
at a regular or special meeting of the Board of Directors. Each committee 
shall render a report of its proceedings to the Board when required. Unless 
the resolution of appointment by the Board of Directors requires a greater 
number, a majority of any committee shall constitute a quorum, and a majority 
of a quorum shall be necessary for committee action. A committee may act by 
unanimous consent in writing without a meeting and, subject to the provisions 
of these By-laws or action of the Board of Directors, the committee by 
majority vote of its members shall determine the time and place of meetings 
and the notice required therefor.

          SECTION 15. NOMINATIONS OF DIRECTORS. Only persons who are nominated 
in accordance with the following procedures shall be eligible for election as 
directors. Nominations of persons for election to the Board of Directors of 
the corporation may be made at a meeting of shareholders (a) by or at the 
direction of the Board of Directors by any nominating committee or person 
appointed by the Board or, (b) by any shareholder of the corporation entitled 
to vote for the election of directors at the meeting who complies with the 
notice procedures set forth in this Section 15. Such nominations, other than 
those made by or at the direction of the Board, shall be made pursuant to 
timely notice in writing to the Secretary. To be timely, a shareholder's 
notice shall be delivered to, or mailed and received at, the principal 
executive offices of the corporation not less than sixty (60) days prior to 
the first anniversary of the date of the last annual meeting of shareholders. 
Such shareholder's notice to the Secretary shall set forth (a) as to each 
person whom the shareholder proposes to nominate for election or re-election 
as a director, (i) the name, age, business address and residence address of 
the person, (ii) the principal occupation or employment of the person, 
(iii) the class and number of shares of the corporation which are beneficially 
owned by the person, and (iv) such other information relating to the person 
that would be required to be included in a proxy statement filed pursuant to 
the proxy rules of the Securities and Exchange Commission as then in effect; 
and (b)  as to the shareholder giving the notice (i) the name and record 
address of the shareholder, and (ii) the class and number of shares of the 
corporation which are beneficially owned by the shareholder.

          If the Chairman of the meeting of shareholders shall determine that 
a nomination was not made in accordance with the foregoing procedure, he or 
she shall so declare to the meeting and the defective nomination shall be 
disregarded.


                                  ARTICLE IV

                                   OFFICERS

          SECTION l.  NUMBER.  The officers of the corporation shall be a 
Chairman of the Board (if one is elected by the Board of Directors), a Presi
dent, one or more Vice Presidents (the number thereof to be determined by the 
Board of Directors), a Treasurer, and a Secretary to be elected by the Board 
of Directors, and such Assistant Treasurers, Assistant Secretaries, Controller 
or other officers as may be elected by the Board of Directors or appointed by 
the Board of Directors or the Chief Executive Officer of the corporation. The 
Chief Executive Officer of the corporation shall be the Chairman of the Board 
or the President as designated by the Board of Directors. In the event that a 
Chairman of the Board is not elected, the President shall be the Chief 
Executive Officer. Any two or more offices may be held by the same person.

          SECTION 2.  ELECTION AND TERM OF OFFICE.  The elected officers of 
the corporation shall be elected annually by the Board of Directors at the 
first meeting of the Board of Directors held after each annual meeting of 
shareholders.  If the election of officers shall not be held at such meeting, 
such election shall be held as soon thereafter as shall be convenient. 
Vacancies may be filled or new offices created and filled at any meeting of 
the Board of Directors. Each officer shall hold office until his or her 
successor shall have been duly elected and shall have qualified or until his 
or her death or until he or she shall resign or shall have been removed in the 
manner hereinafter provided. Election or appointment of an officer shall not 
of itself create contract rights.

          SECTION 3.  REMOVAL.  Any elected officer may be removed by the 
Board of Directors whenever in its judgment the best interests of the 
corporation would be served thereby, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed. Any 
appointed officer may be similarly removed by either the Board of Directors or 
the Chief Executive Officer of the corporation.

          SECTION 4.  CHAIRMAN OF THE BOARD.  The Chairman of the Board of 
Directors shall have such duties and functions as shall be assigned or 
delegated to him or her from time to time by the Board of Directors. The 
chairman shall report to the Board of Directors, and shall preside at the 
meetings of the shareholders and of the Board of Directors.

          SECTION 5.  PRESIDENT.  Subject to the direction and control of the 
Board of Directors, the President shall be in charge of the business of the 
corporation; he or she shall see that the resolutions and directions of the 
Board of Directors are carried into effect except in those instances in which 
that responsibility is specifically assigned to some other person by the Board 
of Directors; and, in general, he or she shall discharge all duties incident 
to the office of President and such other duties as may be prescribed by the 
Board of Directors from time to time. In the absence of the Chairman of the 
Board, the President shall preside at all meetings of the shareholders and of 
the Board of Directors. Except in those instances in which the authority to 
execute is expressly delegated to another officer or agent of the corporation 
or a different mode of execution is expressly prescribed by the Board of 
Directors or these By-laws, the President may execute for the corporation 
certificates for its shares, and any contracts, deeds, mortgages, bonds, or 
other instruments which the Board of Directors has authorized to be executed, 
and may accomplish such execution either under or without the seal of the 
corporation and either individually or with the Secretary, any Assistant 
Secretary, or any other officer thereunto authorized by the Board of 
Directors, according to the requirements of the form of the instrument. The 
President may vote all securities which the corporation is entitled to vote 
except to the extent such authority shall be vested in a different officer or 
agent of the corporation by the Board of Directors.

          SECTION 6.  THE VICE PRESIDENTS.  Each Vice President shall assist 
the President in the discharge of his or her duties, as the President may 
direct, and shall perform such other duties as from time to time may be 
assigned to him or her by the President or by the Board of Directors. In the 
absence of the President or in the event of his or her inability or refusal to 
act, the Vice President (or in the event there be more than one Vice Presi
dent, the Vice Presidents in the order designated by the Board of Directors, 
or by the President if the Board of Directors has not made such a designation, 
or in the absence of any designation, then in the order of seniority of tenure 
as Vice President) shall perform the duties of the President, and when so 
acting, shall have all the powers of and be subject to all the restrictions 
upon the President.  Except in those instances in which the authority to 
execute is expressly delegated to another officer or agent of the corporation 
or a different mode of execution is expressly prescribed by the Board of 
Directors or these By-laws, the Vice President (or each of them if there are 
more than one) may execute for the corporation certificates for its shares and 
any contracts, deeds, mortgages, bonds or other instruments which the Board of 
Directors has authorized to be executed, and he or she may accomplish such 
execution either under or without the seal of the corporation and either 
individually or with the Secretary, any Assistant Secretary, or any other 
officer thereunto authorized by the Board of Directors, according to the 
requirements of the form of the instrument.

          SECTION 7.  THE TREASURER.  Subject to the supervision of the Board 
of Directors and Chief Executive Officer, the Treasurer shall have the custody 
of all funds and securities of the corporation and charge of the collection of 
amounts due the corporation.  He or she shall disburse the funds of the 
corporation only upon receipt of properly authorized vouchers and shall keep a 
record of all receipts and disbursements of funds by him or her.  He or she 
shall have authority to give receipts for moneys paid to the corporation and 
to endorse checks, drafts and warrants in the name of the corporation.

          SECTION 8.  THE SECRETARY.  The Secretary shall: (a) record the 
minutes of the shareholders' and the Board of Directors' meetings in one or 
more books provided for that purpose; (b) see that all notices are duly given 
in accordance with the provisions of these By-laws or as required by law; (c) 
be custodian of the corporate records and of the seal of the corporation; (d) 
keep a register of the post office address of each shareholder which shall be 
furnished to the Secretary by such shareholder; (e) sign with the President or 
a Vice President, or any other officer thereunto authorized by the Board of 
Directors, certificates for shares of the corporation, the issue of which 
shall have been authorized by the Board of Directors, and any contracts, 
deeds, mortgages, bonds, or other instruments which the Board of Directors has 
authorized to be executed, according to the requirements of the form of the 
instrument, except when a different mode of execution is expressly prescribed 
by the Board of Directors or these By-laws; (f) have general charge of the 
stock transfer books of the corporation; and (g) perform all duties incident 
to the office of Secretary and such other duties as from time to time may be 
assigned to him or her by the President or by the Board of Directors.  The 
Secretary shall have the authority to certify the By-laws, resolutions of the 
shareholders and Board of Directors and committees thereof, and other docu
ments of the corporation as true and correct copies thereof.

          SECTION 9.  ASSISTANT TREASURERS, ASSISTANT SECRETARIES, CONTROLLER, 
AND OTHER OFFICERS.  The Assistant Treasurers and Assistant Secretaries shall 
perform such duties as shall be assigned to them by the Treasurer or the 
Secretary, respectively, or by the President or the Board of Directors.  The 
Assistant Secretaries may sign with the President, or a Vice President, or any 
other officer thereunto authorized by the Board of Directors, certificates for 
shares of the corporation, the issue of which shall have been authorized by 
the Board of Directors, and any contracts, deeds, mortgages, bonds, or other 
instruments which the Board of Directors has authorized to be executed, 
according to the requirements of the form of the instrument, except when a 
different mode of execution is expressly prescribed by the Board of Directors 
or these By-laws.  The Assistant Treasurers shall respectively, if required by 
the Board of Directors, give bonds for the faithful discharge of their duties 
in such sums and with such sureties as the Board of Directors shall determine.  
The Controller, if one be elected or appointed, shall be the principal 
accounting officer of the corporation and as such shall have and perform all 
duties normally incident to the office of principal accounting officer. The 
Assistant Treasurers, the Assistant Secretaries, the Controller and any other 
officers shall have and perform such other duties as may be assigned from time 
to time by the Board of Directors or the Chief Executive Officer of the 
corporation.

          SECTION 10.  SALARIES.  The salaries of the officers shall be fixed 
from time to time by the Board of Directors or, if authorized by the Board, by 
the Chief Executive Officer of the corporation.  No officer shall be prevented 
from receiving any salary by reason of the fact that he or she is also a 
director of the corporation.


                                   ARTICLE V

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION l.  CONTRACTS.  The Board of Directors may authorize any 
officer or officers, agent or agents, to enter into any contract or execute 
and deliver any instrument in the name of and on behalf of the corporation, 
and such authority may be general or confined to specific instances.

          SECTION 2.  LOANS.  No loans shall be contracted on behalf of the 
corporation and no evidences of indebtedness shall be issued in its name 
unless authorized by a resolution of the Board of Directors.  Such authority 
may be general or confined to specific instances.  

          SECTION 3.  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders 
for the payment of money, notes or other evidences of indebtedness issued in 
the name of the corporation, shall be signed by such officer or officers, 
agent or agents of the corporation and in such manner as shall from time to 
time be determined by resolution of the Board of Directors.

          SECTION 4.  DEPOSITS.  All funds of the corporation not otherwise 
employed shall be deposited from time to time to the credit of the corporation 
in such banks, trust companies or other depositaries as the Board of Directors 
may select.


                                  ARTICLE VI

                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION l.  CERTIFICATES FOR SHARES.  Certificates representing 
shares of the corporation shall be signed by the President or a Vice President 
or by such officer as shall be designated by resolution of the Board of 
Directors and by the Secretary or an Assistant Secretary, and shall be sealed 
with the seal or a facsimile of the seal of the corporation.  If both of the 
signatures of the officers be by facsimile, the certificate shall be manually 
signed by or on behalf of a duly authorized transfer agent or clerk.  Each 
certificate representing shares shall be consecutively numbered or otherwise 
identified, and shall also state the name of the person to whom issued, the 
<PAGE>
number and class of shares (with designation of series, if any), the date of 
issue, and that the corporation is organized under Illinois law.  If the 
corporation is authorized and does issue shares of more than one class or of a 
series within a class, the certificate shall also contain such information or 
statement with respect thereto as may be required by law.

          The name and address of each shareholder, the number and class of 
shares held and the date on which the certificates for the shares were issued 
shall be entered on the books of the corporation.  The person in whose name 
shares stand on the books of the corporation shall be deemed the owner thereof 
for all purposes as regards the corporation.

          SECTION 2.  LOST CERTIFICATES.  If a certificate representing shares 
allegedly has been lost or destroyed, the Board of Directors may in its 
discretion, except as may be required by law, direct that a new certificate be 
issued upon such indemnification and other reasonable requirements as it may 
impose.

          SECTION 3.  TRANSFERS OF SHARES.  Transfers of shares of the 
corporation shall be recorded on the books of the corporation and, except in 
the case of a lost or destroyed certificate, shall be made only upon surrender 
for cancellation of the certificate for such shares.  A certificate presented 
for transfer must be duly endorsed and accompanied by proper guaranty of 
signature and other appropriate assurances that the endorsement is effective.
                                                                                

                                  ARTICLE VII

                                INDEMNIFICATION

          SECTION l.  The corporation shall indemnify any person who was or is 
a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the corporation) 
by reason of the fact that he or she is or was a director, officer, employee 
or agent of the corporation, or who is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise, against expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by such person in connection with such 
action, suit or proceeding, if such person acted in good faith and in a manner 
he or she reasonably believed to be in, or not opposed to, the best interests 
of the corporation, and, with respect to any criminal action or proceeding, 
had no reasonable cause to believe his or her conduct was unlawful.  The 
termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of 
itself, create a presumption that the person did not act in good faith and in 
a manner which he or she reasonably believed to be in or not opposed to the 
best interests of the corporation or, with respect to any criminal action or 
proceeding, had reasonable cause to believe that his or her conduct was 
unlawful.

          SECTION 2.  The corporation shall indemnify any person who was or is 
a party or is threatened to be made a party to any threatened, pending or 
completed action or suit by or in the right of the corporation to procure a 
judgment in its favor by reason of the fact that such person is or was a 
director, officer, employee or agent of the corporation, or is or was serving 
at the request of the corporation as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise, 
against expenses (including attorneys' fees) actually and reasonably incurred 
by such person in connection with the defense or settlement of such action or 
suit, if such person acted in good faith and in a manner he or she reasonably 
believed to be in, or not opposed to, the best interests of the corporation, 
provided that no indemnification shall be made in respect of any claim, issue 
or matter as to which such person shall have been adjudged to be liable for 
negligence or misconduct in the performance of his or her duty to the 
corporation, unless, and only to the extent that the court in which such 
action or suit was brought shall determine upon application that, despite the 
adjudication of liability, but in view of all circumstances of the case, such 
person is fairly and reasonably entitled to indemnity for such expenses as the 
court shall deem proper.

          SECTION 3.  To the extent that a director, officer, employee or 
agent of the corporation has been successful, on the merits or otherwise, in 
the defense of any action, suit or proceeding referred to in Sections l and 2 
of this Article, or in defense of any claim, issue or matter therein, such 
person shall be indemnified against expenses (including attorneys' fees) 
actually and reasonably incurred by such person in connection therewith.

          SECTION 4.  Any indemnification under Sections l and 2 of this 
Article (unless ordered by a court) shall be made by the corporation only as 
authorized in the specific case, upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances 
because he or she has met the applicable standard of conduct set forth in 
Section l or 2 of this Article.  Such determination shall be made (a) by the 
Board of Directors by a majority vote of a quorum consisting of directors who 
were not parties to such action, suit or proceeding, or (b) if such a quorum 
is not obtainable, or even if obtainable, if a quorum of disinterested direc
tors so directs, by independent legal counsel in a written opinion, or (c) by 
the shareholders.

          SECTION 5.  Expenses incurred in defending a civil or criminal 
action, suit or proceeding may be paid by the corporation in advance of the 
final disposition of such action, suit or proceeding, as authorized by the 
Board of Directors in the specific case, upon receipt of an undertaking by or 
on behalf of the director, officer, employee or agent to repay such amount, 
unless it shall ultimately be determined that he or she is entitled to be 
indemnified by the corporation as authorized in this Article.

          SECTION 6.  The indemnification provided by this Article shall not 
be deemed exclusive of any other rights to which those seeking indemnification 
may be entitled under any by-law, agreement, vote of shareholders or 
disinterested directors, or otherwise, both as to action in his or her 
official capacity and as to action in another capacity while holding such 
office, and shall continue as to a person who has ceased to be a director, 
officer, employee or agent, and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

          SECTION 7.  The corporation shall have power to purchase and 
maintain insurance on behalf of any person who is or was a director, officer, 
employee or agent of the corporation, or is or was serving at the request of 
the corporation as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, against 
any liability asserted against such person and incurred by such person in any 
such capacity, or arising out of his or her status as such, whether or not the 
corporation would have the power to indemnify such person against such 
liability under the provisions of this Article.

          SECTION 8.  If the corporation has paid indemnity or has advanced 
expenses to a director, officer, employee or agent, the corporation shall 
report the indemnification or advance in writing to the shareholders with or 
before the notice of the next shareholders' meeting.

          SECTION 9.  For purposes of this Article, references to "the 
corporation" shall include, in addition to the surviving corporation, any 
merging corporation (including any corporation having merged with a merging 
corporation) absorbed in a merger which, if its separate existence had 
continued, would have had the power and authority to indemnify its directors, 
officers and employees or agents, so that any person who was a director, 
officer, employee or agent of such merging corporation, or was serving at the 
request of such merging corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other enterprise, 
shall stand in the same position under the provisions of this Article with 
respect to the surviving corporation as such person would have with respect to 
such merging corporation if its separate existence had continued.

          SECTION 10.  For purposes of this Article, references to "other 
enterprises" shall include employee benefit plans; references to "fines" shall 
include any excise taxes assessed on a person with respect to an employee 
benefit plan; and references to "serving at the request of the corporation" 
shall include any service as a director, officer, employee or agent of the 
corporation which imposes duties on, or involves services by such director, 
officer, employee, or agent with respect to an employee benefit plan, its 
participants, or beneficiaries. A person who acted in good faith and in a 
manner he or she reasonably believed to be in the best interest of the 
participants and beneficiaries of an employee benefit plan shall be deemed to 
have acted in a manner "not opposed to the best interests of the corporation" 
as referred to in this Article.


                                 ARTICLE VIII

                                  FISCAL YEAR

          The fiscal year of the corporation shall begin on the first day of 
January in each year and end on the last day of December in each year.


                                  ARTICLE IX

                                 DISTRIBUTIONS

          The Board of Directors from time to time may authorize, and the 
corporation may make, distributions to its shareholders in the manner and upon 
the terms and conditions provided by law and its Articles of Incorporation.


                                   ARTICLE X

                                     SEAL

          The corporation shall have a corporate seal with the name of the 
corporation and the word "Illinois" inscribed about a circle and the phrase 
"Incorporated 1985" within such circle. Such seal may be used by causing it or 
a facsimile thereof to be impressed or affixed or in any manner reproduced.


                                  ARTICLE XI

                               WAIVER OF NOTICE

          Whenever any notice is required to be given under the provisions of 
these By-laws, the Articles of Incorporation or the Business Corporation Act 
of 1983, a waiver thereof in writing, signed by the person or persons entitled 
to such notice, whether before or after the time stated therein, shall be 
deemed equivalent to the giving of such notice.  Attendance at any meeting 
shall constitute waiver of notice thereof unless the person at the meeting 
objects to the holding of the meeting because proper notice was not given.


                                  ARTICLE XII

                                  AMENDMENTS

          In furtherance of, and not in limitation of, the powers conferred by 
statute, the Board of Directors of the Corporation is expressly authorized and 
empowered to adopt, amend or repeal the By-laws (or any portion thereof) of 
the Corporation. The shareholders of the Corporation are authorized and 
empowered to adopt, amend or repeal the By-laws only by an affirmative vote of 
75% of the shares outstanding and entitled to vote thereon. The By-laws may 
contain any provisions for the regulation and management of the affairs of the 
Corporation not inconsistent with law or the Articles of Incorporation.